Registering a company in Northern Ireland

Aug 27, 2024

Starting your very own business can be a rewarding experience as you build an organisation with your name on it from the bottom up. This guide to registering a company in Northern Ireland will walk you through everything you need to know about starting your business so you can begin with your right foot forward.

Step 1: Choose your company structure

We know that some, if not most, of you reading this article will have already chosen your business structure and opted for a limited company: this article is about registering a company in Northern Ireland, after all. But not everybody might realise exactly what a company is, so let’s go over the main business structures you could operate under:

  • Private limited company: The business is separate from its owners (shareholders), who are only liable for the company’s debts up to the amount they invested.
  • Sole trader: The business and its owner are one and the same. The owner is liable for any and all debts.
  • Partnership: Similar to a partnership, but with two or more individuals sharing responsibility for the business.
  • Limited liability partnership: Combines a partnership’s elements with a limited company’s limited liability.

Each option has advantages and disadvantages, so consider your needs and consult a business adviser if necessary. Throughout the rest of this article, we’ll assume that you will be setting up a company for the sake of brevity.

Step 2: Choose a name

Choosing a name is incredibly important for branding purposes – but we’ll lead that side of things to the marketers. Legally speaking, the name must be: 

  • Unique: Your name cannot be the same as or too similar to the name of another business. You can check online whether your proposed name is available.
  • Offensive: The name cannot include any offensive words.
  • Suggest a connection with the government: You can do this if you get express permission.

Be aware that you will first create your registered name and then your business name. Your registered name is what your company is legally known as—it will usually end with ‘Limited’ or ‘Ltd’. Your business name must not include either of these.

Step 3: Choose directors and shareholders

When you set up a company, you must appoint a director or directors. Directors are responsible for:

  • following the rules of the company as shown in its articles of association
  • keep company records and report changes
  • file your accounts and your company tax return
  • pay corporation tax.

You can hire other people to manage some of these tasks, such as an accountant or company secretary (which we highly recommend), but you’re still legally responsible for your company’s records, accounts and performance.

You also need at least one shareholder or guarantor who can be the director. Likewise, you must identify people with significant control over your company, such as anyone with voting rights or more than 25% of shares.

Step 4: Prepare documents agreeing how your company will be run

Next, you need to prepare a memorandum of association and articles of association; the former is a legal document signed by the initial shareholders agreeing to form the company, while the latter outlines how the company will be run, including the powers of directors, rights of shareholders, and how decisions will be made.

You can use standard model articles provided by Companies House or create your own tailored to your business needs.

Step 5: Register your company

Finally, you’ll need to register an official address and choose an SIC code, which identifies what your company does.

Most of the time, you can register for corporation tax at the same time as you register with Companies House. If you cannot, register separately with HM Revenue and Customs (HMRC) after you’ve registered your company with Companies House.

Running a company is not easy, especially when it comes to keeping records and conducting cross-border trade. Contact us for advice on running your business.

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